TORONTO, ONTARIO--(Marketwire - March 4, 2013) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Firm Capital Mortgage Investment Corporation ("the Corporation") (TSX:FC) is pleased to announce that it has entered into an agreement to sell, on a bought deal basis, to a syndicate of underwriters co-led by TD Securities Inc. and National Bank Financial Inc., $20,000,000 aggregate principal amount of 4.75% convertible unsecured subordinated debentures due March 31, 2020 (the "Debentures") at a price of $1,000 per Debenture. The Corporation has granted the underwriters an over-allotment option to purchase up to $3,000,000 additional aggregate principal amount of Debentures, exercisable, in whole or in part, at any time until 30 days following the closing of the offering. If the over-allotment option is exercised in full, the gross proceeds of the offering will be $23,000,000.
The net proceeds of the offering will be used to repay indebtedness and for general corporate purposes.
The Debentures will bear interest at a rate of 4.75% per annum, payable semi-annually in arrears on the last day of March and September in each year commencing on September 30, 2013, and will mature on March 31, 2020 (the "Maturity Date"). The Debentures will be convertible at the holder's option into common shares of the Corporation (the "Shares") at any time prior to the earlier of the Maturity Date and the date fixed for redemption at a conversion price of $15.80 per Share (the "Conversion Price"), subject to adjustment in certain circumstances.
The offering is scheduled to close on or about March 28, 2013, and is subject to regulatory approval.
The securities being offered have not been and will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except in limited circumstances.
About The Corporation
The Corporation, through its mortgage banker, Firm Capital Corporation, is a non-bank lender providing residential and commercial short-term bridge and conventional real estate financing, including construction, mezzanine and equity investments. The Corporation's investment objective is the preservation of Shareholders' equity, while providing Shareholders with a stable stream of monthly dividends from investments. The Corporation achieves its investment objectives through investments in selected niche markets that are under-serviced by large lending institutions. Lending activities to date continue to develop a diversified mortgage portfolio, producing a stable return to Shareholders. Full reports of the financial results of the Corporation for the year are outlined in the audited financial statements and the related management discussion and analysis of Firm Capital, available on the SEDAR website at www.sedar.com. In addition, supplemental information is available on Firm Capital's website at www.firmcapital.com.
This news release contains forward-looking statements within the meaning of applicable securities laws including, among others, statements concerning the terms of the offering, the planned use of proceeds, the receipt of all regulatory approvals and the anticipated closing date. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intent", "estimate", "anticipate", "believe", "should", "plans" or "continue" or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management.
These statements are not guarantees of future performance or achievements and are based on our estimates and assumptions that are subject to risks and uncertainties, including those described in our Annual Information Form under "Risk Factors" (a copy of which can be obtained at www.sedar.com), which could cause our actual results, performance or achievements to differ materially from the forward-looking statements contained in this news release. Those risks and uncertainties include, among others, risks associated with mortgage lending, dependence on the Corporation's manager and mortgage banker, competition for mortgage lending, real estate values, interest rate fluctuations, environmental matters, Shareholder liability and the introduction of new tax rules. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information include, among others, that the Corporation is able to invest in mortgages at rates consistent with rates historically achieved; adequate mortgage investment opportunities are presented to the Corporation; and adequate bank indebtedness and bank loans are available to the Corporation. Although the forward-looking information continued in this new release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results and performance will be consistent with these forward-looking statements.
All forward-looking statements in this news release are qualified by these cautionary statements. Except as required by applicable law, the Corporation undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.